512-25-254-D Convert Cart Barn to Electric Carts Design Professional Services RFP Form.pdf

Huron-Clinton Metropolitan Authority Page 1

REQUEST FOR PROPOSAL

HURON-CLINTON METROPOLITAN AUTHORITY

NOTICE OF REQUEST FOR PROPOSALS (RFP)

Design Project Title: Golf Cart Barn Electrical Retrofit for Electric Carts Design Services Park Name: Lake Erie Metropark Park Address: Lake Erie Metropark - Golf Course 14786 Lee Rd, Brownstown Township, MI 48173 RFP No.: 512-25-254-D Issue Date: 7/3/2025 Response Date: 7/29/2025

An optional, Pre-Proposal Site Meeting to view the project site will be held on Monday, July 14, 2025, at 10:00 A.M. at the golf course starter building at Lake Erie Metropark: 14786 Lee Rd, Brownstown Township, MI 48173. Notify the Owner at least 48 hours in advance for any special accommodations needed for people with disabilities.

PROPOSAL DUE TIME: By 2:00 PM (local time)

LOCATION: Return Proposal Via E-mail: engineering.bids@metroparks.com

DESCRIPTION: The Huron-Clinton Metropolitan Authority is issuing a Request for Proposal (RFP) to qualified professional consulting firms to perform services as detailed in Attachment A, Statement of Work.

INDEX: Included in this RFP are the following:

- RFP Form (this form)

- Attachment A – Statement of Work (and attachments, if any)

- Attachment B – Standard Authority Professional Services Agreement form (for information only)

• A copy of the complete RFP is available from the Michigan Inter-governmental Trade Network (MITN) website: www.mitn.info

Proponents responding to this RFP are strongly encouraged to carefully read the entire RFP

Direct inquiries regarding this RFP to Jason Kulongowski, P.E., Project Representative, of the Engineering Department, at (Phone)810-494-6018; Email: jason.kulongowski@metroparks.com

This Proposal is Offered By: Name: ____________________________________________________

Address: ____________________________________________________

City, State: ___________________________________ Zip: ____________

Phone: _________________ Email: ____________________________ mailto:jason.kulongowski@metroparks.om http://www.mitn.info/ mailto:jason.kulongowski@metroparks.com

Huron-Clinton Metropolitan Authority Page 2

INSTRUCTIONS TO PROPONENTS

1. PROPOSAL SUBMITTAL

A. It is the responsibility of the Proponent to insure that the Proposal is received in the Engineering

Department prior to the designated date and time.

B. Please submit Proposal to engineering.bids@metroparks.com

C. All Proposals submitted in response to this RFP shall become the property of the Authority and shall be matters of public record available for review.

2. PREPARATION OF PROPOSALS: The Proposal should be prepared in the format as described in Section 3, “Proposal Format”. The Proposal may otherwise be in accordance with Proponent’s standard format.

The Proposal must be signed by a person authorized to bind and commit the Proponent to provide such services offered to the Authority.

3. PROPOSAL FORMAT

Part I - Technical

A. General Information and Project Team: State the Proponent’s full name, address, and federal I.D.

number and, if applicable, the branch office, subconsultants or other entities that will provide or assist in providing the service. Indicate whether Proponent operates as an individual, partnership, or corporation. If a corporation, include the state of incorporation, and indicate licensure in the State of Michigan.

B. Understanding of Project and Tasks: Proponent must understand the Project and the professional services needed to achieve the Authority’s goal. State understanding of the Project requirements and summarize the plan for accomplishing the Project. Indicate experience with similar projects, sites, and clients as examples.

C. Management Summary, Work Plan, and Schedule: Describe proposed methodology for and quality of services and deliverables to be provided. Describe the proposed plan for accomplishing the Project.

Describe concisely each professional task, event, and deliverable required for Project completion.

Describe constructability review and quality control plan. Include a Project sequence and timeline for meeting the Project schedule.

D. Personnel: Proponent must have sufficiently qualified staff with expertise necessary to undertake the

Project. Include the full names of all personnel by classification that will be employed in the Project and resumes of key personnel. Describe lines of communication for personnel, subconsultants and Authority.

E. Budget Review: Review the proposed Project budget for adequacy for meeting the Statement of Work for the Project. If in the Proponent’s opinion the proposed budget is inadequate, provide the basis for the opinion and offer suggestions for addressing the issue. Such opinion will not adversely affect review of the Proposal.

F. References: Provide references, with contact information, of previous clients, particularly for similar projects. Provide an outline of experience with similar projects, sites, and clients.

mailto:jason.kulongowski@metroparks.om

Huron-Clinton Metropolitan Authority Page 3

Part II – Cost Proposal

A. Cost Proposal: The Cost Proposal shall correspond to phases and tasks of the work plan outlined in the Technical Proposal and the RFP. The cost proposed shall be estimated using billable hourly rates and the hours expected to be necessary by staff to complete the phases of work. Include fees of sub-consultants, with applicable markups as a percentage of sub-consultant fees. The Authority is exempt from federal excise and state sales taxes, and such taxes shall not be included in Proponent’s costs.

B. Reimbursable Expenses: The Authority will reimburse the Professional for the actual cost of printing and reproduction of Project deliverables such as survey and/or study report and bidding documents (drawings and specifications). The Authority will also reimburse for shipping or postage, soil borings, site surveys and any required laboratory testing as stipulated in the RFP. A mark-up of reimbursable expenses will be allowed; include the applicable markup as a percentage of the reimbursables.

C. Other Costs: All other costs, such as fringe benefits, vacations, sick leave, insurance, meals, lodging, travel, computer time, and clerical/secretarial services (not Project-related), telephone services, miscellaneous travel, reproduction services for other than bidding documents, employees not providing a direct service, other indirect costs, overhead and profit, shall be included in the calculation of the Proponent’s billing rates.

D. Completeness of Proposal: The cost proposal for each phase or task of the work shall include all services required associated with that phase or task, as necessary to achieve the intent of the Project.

Any contract issued by the Authority pursuant to this proposal anticipates that the Professional will provide, but shall not seek compensation for, services necessary to respond to and resolve contractor claims arising wholly or in part from the Professional's design errors or omissions or other aspects of the design or for any aspect of the Professional's performance which is inconsistent with the Professional or construction contracts. No task or part thereof may include costs for such efforts.

E. Compensation Information: Provide compensation information for the Professional, its employees, and for any subconsultants. Provide information by employee name and classification. Identify any hourly billable rate change anticipated during the of the Project.

F. Cost of Phase or Task: Identify the estimated cost for each phase or task. The combination of all phases or tasks shall become the maximum not-to-exceed cost for all services provided under the Agreement.

4. REQUESTS FOR INFORMATION

A. All requests for information shall be made within a reasonable time prior to the date and time fixed for receiving Proposals, in order that a response can be issued.

B. For minor information or clarifications not requiring written addenda, the Engineering Department may provide verbal responses.

C. For other requests for information the Engineering Department will issue addenda as required.

D. Record drawings or other documents may be attached to the Statement of Work as deemed applicable to the Project. Additional record drawings or documents on file at the Authority’s offices are available for inspection upon request and will be made available to Proponents as deemed applicable.

E. Proponent is encouraged to inspect the Project site to become familiar with the existing conditions present at the site. By submitting a Proposal the Proponent represents it is sufficiently knowledgeable of the site to achieve the intent of the Project. Proponent may contact the Project Representative to schedule a site inspection.

Huron-Clinton Metropolitan Authority Page 4

5. CHANGES AND ADDENDA TO RFP DOCUMENTS: Changes or addenda issued regarding this RFP will issued to all proponents or firms to which the Authority has issued RFPs; however, it shall be Proponent’s responsibility to make inquiry to the Engineering Department as to changes or addenda issued. All such changes or addenda shall become part of the RFP and Agreement.

6. REJECTION: Submittal of terms, conditions or agreements which are in conflict with the RFP is grounds for deeming a Proposal non-responsive and may result in rejection.

7. WITHDRAWAL: Proposals may be withdrawn in person by Proponent or its authorized representative, provided their identity as Proponent’s representative is verified and a receipt is signed for the Proposal, but only if withdrawal is made prior to the date and time set for receipt of Proposals. After the Response Date and time, Proposals are irrevocable and may not be withdrawn within 90 days of said Date.

8. RFP AN OFFER TO AGREEMENT: The Proponent’s response to the RFP will be deemed an offer to enter into Agreement with the Authority based upon the terms and conditions of the RFP and the Agreement.

9. AWARD: The successful Proponent will be notified of award of Agreement in writing by the Authority, and a duly completed purchase order will be issued by the Authority to the Professional. Services may not commence under the Agreement until the Agreement form is executed by the Professional and returned to the Authority, unless otherwise stipulated in the notification of award. The Authority reserves the right to reject any or all Proposals and to waive any informalities and irregularities in Proposals, and to accept any proposal it deems in the best interest of the Authority.

10. EQUAL OPPORTUNITY: The Authority is committed to ensuring that all citizens have the opportunity for the equality of treatment in service and employment.

11. PROPOSAL RESULTS: Proponents wishing to receive a tabulation of proposals received may contact the

Engineering Department. A tabulation of proposals will be on file and available for review after notification of award has been issued to the successful Proponent.

12. NOTICE TO PROCEED: The successful Proponent shall not commence work or services under this

Agreement until authorized to do so in writing by the Authority.

13. DEFINITIONS

“Agreement” – The agreement or contract the Authority enters into with the Professional to provide the services as stipulated this RFP, which includes RFP Form, Statement of Work, Professional’s Proposal, Professional Services Agreement, and any other documents referenced herein.

"Authority" - The Huron-Clinton Metropolitan Authority, established and operating under Act 147, Michigan Public Acts of 1939 as amended, acting by and through its Engineering Department.

"Proponent" - The person or firm submitting the Proposals.

“Project” – The work or services contemplated under the Agreement.

“Professional” – The individual, partnership or corporation undertaking the Services under the terms of the Agreement and acting directly or through agents, employees or subconsultants; the successful Proponent with whom the Authority enters into Agreement for the providing services as stipulated in this RFP.

Huron-Clinton Metropolitan Authority Page 5

“Request for Proposals” or “RFP”: The request or invitation to qualified professional services firms to submit proposals in accordance with this RFP form, the Statement of Work, Professional Services Agreement form and any other document referred to or attached herein.

Huron-Clinton Metropolitan Authority Page 6

STATEMENT OF WORK

Project Title: Golf Cart Barn Electrical Retrofit for Electric Carts Design Services

Project Number: 512-25-254-D

Park Name: Lake Erie Metropark

Project Description: Provide turn-key design, drawings, technical specifications, site investigations, survey, and obtain all necessary permits, to retrofit the existing Lake Erie Golf Cart Barn to provide fleet charging of a new all electric golf cart fleet and backup generator connection. Additionally, the consultant may be asked to provide design for a solar charging system and panels that will charge or supplement the charging of the carts. The proponent in consultation with Metropark staff shall provide development and design of construction specifications and drawings. Those services shall incorporate all State and local government requirements for the successful implementation of the project.

Project generally includes:

• Lake Erie Metropark (current construction budget $180,000) o Electrical retrofit to provide fleet charging of electric golf carts o Auxiliary generator connection Additional Services:

o Solar feasibility study o Additional design to provide supplemental solar charging capabilities and panels as a future project.

Detailed Statement of Work: The Huron Clinton Metropolitan Authority is requesting proposals from experienced and qualified firms to provide turn-key design services, drawings and technical specifications for the following projects:

Lake Erie Metropark:

The existing Lake Erie Golf Cart building was originally constructed in 1999/2000. The existing fleet of gasoline engine carts is being converted to an all-electric vehicle fleet of 80 2025 EZ-GO RXV ELiTE electric golf carts. The new fleet of carts will be powered lithium batteries.

The intent of this project is to retrofit the existing golf cart storage area and electrical infrastructure to support full fleet charging capabilities for electric golf carts. The design must address the following key components:

Fleet Charging System Design

• Develop a complete electrical design to support fleet-wide charging of electric golf carts.

• The design shall include all required components (e.g., chargers, wiring, load distribution equipment, safety systems) to ensure reliable and efficient charging.

• Create a detailed parking and charging layout plan that optimizes space, operational flow, and access.

• Assess the existing lighting system and make recommendations for modifications, removals, or upgrades required to support the new charging layout.

• As a reference, review the existing layout and design of the recently completed electric cart storage conversion at Willow Metropark.

Auxiliary Generator Integration

• Incorporate a connection point for an auxiliary generator into the design.

Huron-Clinton Metropolitan Authority Page 7

• In collaboration with the Owner, evaluate various generator sizing options based on potential levels of backup service (e.g., full charging capability vs. emergency/partial capacity).

• Provide recommendations on generator types, sizes, and integration strategies that align with operational needs and budget considerations.

Solar Charging Feasibility

• Conduct a feasibility study to assess the implementation of a solar power system for fleet charging or supplemental charging.

• Analyze potential locations, power generation capacity, system sizing, and return on investment.

• If solar implementation is deemed feasible, develop a detailed solar system design in coordination with the Owner.

• The solar system design shall be integrated with the overall fleet charging infrastructure.

Project Timeline

• Construction is desired to begin in early Winter 2025, with substantial completion anticipated by early

2026.

• The entire system must be fully operational in time for the 2026 golf season.

• The design schedule must be aligned with this construction timeline to ensure timely permitting, procurement, and installation.

Site Investigation, Data Collection, Records Research

• Review and investigation of existing conditions, record drawings, existing survey, utility conflicts, reports, maps, and other documents relevant to the limits and scope of this project.

• Review the existing Willow Metropark golf storage cart barn to provide a similar design.

• Field measurement to verify dimensions from existing plans.

• Perform as-needed investigation including the existing building structure, roof, and utilities and the impact of these factors on the design.

• Provide complete surveying services and coordination for the survey as needed for design.

Project Development

• The consultant shall work with the Owner to develop and provide a comprehensive design. The design shall include all necessary civil, electrical, structural, and any other plans and specifications required to successfully bid, award, construct the project.

• Schematic design including the development of conceptual alternatives with associated cost estimates for the Owners approval as needed.

• Development of preliminary cost estimates shall include preliminary bid items and quantities based on the Michigan Department of Transportation (MDOT) Standard Specifications for Construction as applicable.

• Develop a project timeline including conceptual design, design, permitting and construction phases.

• The proposed design shall be in accordance with current Americans with Disabilities Act (ADA). All applicable building, health, and safety codes shall be met to allow the facility to operate as intended.

The Consultant shall verify any requirements by local or State agencies that will affect the ability of the final design to meet any of the goals of the project.

• All necessary permitting with State and local entities for the project including EGLE, and soil erosion permitting. The Owner shall be given a copy of the complete permit packages submitted by the Consultant to the agencies having jurisdiction. The Owner shall be copied on all correspondence with the permitting agency.

• Verify any constructability issues as determined through site visits and preliminary site investigation.

Bidding Assistance / Construction Administration (Allowance)

• Provide responses to RFIs, issue addendums, attend meetings, and maintain logs as needed.

Huron-Clinton Metropolitan Authority Page 8

• Review construction submittals, maintain submittal logs, and issue bulletins as needed.

• Provide construction oversight as requested and listed under General Project/Design Considerations.

• Verify operation and startup and confirm adherence to contract and design specifications.

Miscellaneous

• Proponent shall provide separate pricing for each project.

• Proponent shall plan for one (1) design kickoff meeting, and (2) project meetings with HCMA staff during planning and design. Project meetings may be combined based on scheduling and availability.

• Proponent shall plan for four (4) meetings with HCMA staff during the construction phase.

• During bid letting, proponent shall respond to Owner’s questions as needed.

• HCMA shall administer the bidding process.

General Project/Design Considerations

• Permit review times shall be considered, and if necessary, permits shall be completed prior to phases as listed above. Designer shall make all efforts to prevent permit delays form affecting construction timing.

• HCMA will generally manage the construction phase, providing ongoing construction inspection, resident engineering and contract administration. HCMA will be performing all construction management except where otherwise noted. Final plans, drawings, and details shall be of sufficient detail to perform these functions and successfully construct the project. Detail shall include, but is not limited to, grades, radii, end points, tangent points, locations of expansion joints, other points of importance, etc. All points required for successful staking and layout shall be provided to HCMA.

• As requested by HCMA, the Consultant shall provide general assistance during the construction phase for issues and questions relating to the design. During construction, the Consultant will review and act on submittals, prepare bulletins, change orders and responses to requests for information, will periodically visit the project site, prepare inspection notes, attend progress meetings, and maintain project meeting minutes. The consultant will coordinate with the Authority’s engineering staff, along with park operations personnel.

• All applicable building, health, and safety codes shall be met to allow the design to operate as intended.

The Consultant shall verify any requirements by local agencies that will affect the ability of the final design to meet any of the goals of the project.

Information and Record Drawing Copies Attached:

• Lake Erie Metropark o Park map and site location.

o Record drawings of existing building, and roof plan.

o Sample of summer DTE bills

• E-Z-GO RXV-Elite Lithium Cart Specifications

• 2023 E-Z-GO Planning and Storage Guide

Proposed Schedule:

(Example Below, Consultant to provide their schedule with Proposal)

Authorization Week 0 Pre-Design Meeting Week 1 Schematic/ Concept Design Complete; Submit to Owner Week 3 Owner Approval Schematic/ Concept Design Week 3 50 % Design Complete; Submit to Owner Week 5 Owner 50 % Review Comments to Professional Week 6 90% Design Complete; Submit to Owner Week 7

Huron-Clinton Metropolitan Authority Page 9

Owner 90 % Review Comments to Professional Week 8 Drawings and Technical Specifications to Owner Week 9

Owner Target Dates (Approximate) (Project bid opening dates should be a minimum of 3 weeks prior to HCMA Board of Commissioners meeting dates) Anticipated design RFP award – August 14, 2025 Anticipated construction timing for the project is construction to begin in the winter of 2025 and be completed spring 2026 (prior to the 2026 golf season).

Project Award (Construction project) by HCMA Board of Commissioners – November 13, 2025 Project Construction Completion Date – March 27, 2026.

Consultant Requirements

• Generate Agenda for Meetings o Send out draft Meeting agenda to the owner at least two days before the meeting with tasks and discussion points listed

• Take notes at and compile notes from Monthly Progress Meetings and distribute to Project Team (Include update chart listing design progress)

• Communicate with Owner as issues arise

• In months when no progress meeting is scheduled with the Owner, the Consultant will provide the Owner with a written report.

• Coordinate with sub-consultants as required

• Generate Basis of Design as necessary

• Design Progress Drawings All Drawings shall include up-to-date labeling when submitting to Owner for Review

25% Complete

1. Site Plan based on conceptual Plan Approval

2. 50% and 90% Progress Items 50% Complete

1. Draft List of Drawings

2. Draft List of anticipated Pay Items

2. Cross Sections as necessary for discussion

3. Details Cross-Section Drawings at key tie-ins to existing features as necessary for discussion

4. Consultant’s Estimate of Construction Costs at 50% Design Complete to the Owner for Review.

90% Complete

1. Construction Drawings to Owner for Comment

2. Construction Specifications to Owner for Comment

3. Draft Bidding Documents and Drawings to the Owner for Review.

4. Consultant’s Estimate of Construction Costs to the Owner for Review.

Items to be Provided by Owner Provide resident engineering and contract administrative services Drawing Templates Bidding Document Template Construction Project Number Record Drawings as available Energy bills Assist in Coordination of Permitting to State and Local Agencies Bid Administration Front-end Bid Documents, Planholder’s list and Request for Information during Bidding Phase Field construction survey services shall be included as a Special Provision in Bidding Documents and provided through the Contractor awarded the Construction Contract Testing during Construction Phase shall be provided by sub-contractor to Contractor awarded the

Huron-Clinton Metropolitan Authority Page 10

Construction Contract Assist in the preparation of the punch list.

Initiate and accept procedures, including insurance, keying, and other facility requirements

Proposal Evaluation Evaluation and selection of engineering services by Authority Staff will be based on qualification. Principal considerations will include the following:

• Capability General capability of the firm, including subconsultants.

Key personnel assigned to the project, their resumes and relevant experience.

• Quality assurance and control The Consultant shall provide a clearly defined Quality Assurance and Quality Control (QA/QC) Program that demonstrates their approach to maintaining the accuracy, consistency, and technical quality of all design documents and specifications throughout the project lifecycle. The QA/QC program must include oversight by qualified technical experts responsible for the systematic review of all design and technical documentation, including those produced by any subconsultants.

The QA/QC program must outline a detailed review process for drawings and specifications at each design milestone: 25%, 50%, 90%, and 100% completion stages, prior to submission to the Owner.

• Experience Successful experience with similar projects; relevant portfolio; project examples.

Distinctions and awards.

• Understanding of the Project Ability to bring practicality and functionality to the project.

Cost-awareness.

• Compensation Unitized cost proposal.

Fee structure.

Hourly rates.

• Client Relations Ability to elaborate with Authority staff.

Location of firm offices.

References.

Page A-1

SERVICES AGREEMENT

BETWEEN

HURON-CLINTON METROPOLITAN AUTHORITY

AND

[INSERT NAME OF CONTRACTOR]

This Services Agreement (the “Agreement”) made this ______ day of ______ 201_ between the Huron-Clinton Metropolitan (“HCMA”), a Michigan public body corporate, whose address is 13000 High Ridge Drive, Brighton, Michigan 48114 (“HCMA), and [INSERT NAME OF CONTRACTOR], a [INSERT STATE OF CORPORATE FORMATION] [INSERT FORM OF CORPORATE ENTITY], whose address is _________________________________ ("Contractor"). In this Agreement, either the Contractor or HCMA may be referred to individually as a “Party” or collectively as the “Parties”.

WHEREAS, HCMA desires to retain the Contractor to provide certain services as described herein upon the terms and conditions set forth herein and the Contractor is willing to perform such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. CONTACTS. The following individuals shall be primarily responsible for the administration of this Agreement. The addresses and telephone numbers shall be used for all notices required under the Agreement.

a. HCMA Huron-Clinton Metropolitan Authority 13000 High Ridge Drive Brighton, MI 48114 Tel: 810.227.2757 Fax: 810.225.6212

b. Contractor

[INSERT CONTACT PERSON, ADDRESS, PHONE NUMBER, EMAIL]

2. SCOPE OF CONTRACTOR'S SERVICES

Contractor shall _______________ [INSERT DESCRIPTION OF SERVICES], as more fully described in Exhibit A, attached hereto (the “Services”).

3. COMPENSATION AND INVOICING

a. Compensation. [INSERT COMPENSATION PROVISIONS].

b. Invoices. Contractor shall submit to HCMA invoices for Services provided. Contractor shall attach sufficient information to each invoice to enable HCMA to be able to identify the Services performed, the individuals performing the Services, and the agreement under which the Services were performed for the applicable invoice period. Invoices shall be submitted to HCMA at the address listed in section 1, Attention: Accounts Payable.

HCMA shall pay invoices for Services satisfactorily performed within forty-five (45)

DRAFT

days after receipt of a complete invoice from Contractor. In the event that HCMA reasonably disputes any amount that appears on an invoice from Contractor, the Parties shall work together in good faith to resolve the dispute. HCMA shall not be required to pay the disputed portion until the dispute is resolved; provided, however, that (i) HCMA continues to pay any undisputed amounts consistent with this Agreement, (ii) Contractor shall continue to provide all of the Services and otherwise perform its obligations under the Agreement, and (iii) HCMA shall provide a written explanation for any disputed amount with specific remedies it believes needs to be taken. Nonpayment by HCMA of disputed amounts shall not constitute a breach of HCMA’s obligations regarding payment to Contractor or otherwise be considered a basis for termination of this Agreement.

4. TERM, TERMINATION, NOTICE AND AMENDMENTS

a. Term. This Agreement shall become effective on the later date each of the following have occurred: (i) the Board of Commissioners of the HCMA or its lawful designee has approved this Agreement; (ii) the governing body of the Contractor or its lawful designee has approved this Agreement; (iii) a lawful agent of the HCMA has executed the Agreement; (iv) a lawful agent of the Contractor has executed the Agreement; and (v) all conditions precedent to the effectiveness of the Agreement have occurred. This Agreement may be extended by written, mutual agreement of the Parties.

b. Termination. HCMA may terminate and/or cancel this Agreement (or any part thereof) at any time during the term, any renewal, or any extension of this Agreement, upon thirty

(30) days written notice to the Contractor, for any reason, including convenience without incurring obligation or penalty of any kind. HCMA may immediately terminate this Agreement for cause upon notice to Contractor if Contractor is in breach of this Agreement. The notice of breach shall include a statement of the facts that cause HCMA to believe Contractor is in breach of the Agreement. The effective date for termination or cancellation shall be clearly stated in the written notice.

HCMA's sole obligation in the event of termination is for payment for actual Services rendered by the Contractor before the effective date of termination. Under no circumstances shall the HCMA be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/or cancellation of this Agreement. HCMA shall not be obligated to pay Contractor any cancellation or termination fee if this Agreement is cancelled or terminated as provided herein.

Contractor may terminate and/or cancel this Agreement (or any part thereof) at any time upon ninety (90) days written notice to HCMA, if HCMA defaults in any obligation contained herein, and within the ninety (90) notice period the HCMA has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice.

c. Notice. Notices given under this Agreement shall be in writing and shall either be personally delivered, sent by express delivery service, certified mail, or first class U.S.

mail postage prepaid, and addressed to the person listed in Section 1. Notice will be deemed given on the earlier of: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail.

Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change.

d. Agreement Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Agreement must be in writing and agreed to by the Parties.

Unless otherwise agreed, the modification, amendment, recession, waiver, or release shall be signed by a lawfully authorized employee of Contractor and HCMA.

5. CONTRACTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS

a. Organization and Good Standing. The Contractor is duly organized, validly existing and in good standing under the laws of the State of Michigan, has all requisite power and authority to own, operate and lease its properties and is duly authorized to do business in the State of Michigan.

b. Power and Authority. The Contractor has all requisite power to enter into this Agreement and to carry out and perform its obligations hereunder. All action required on the part of the Contractor and its officers, and agents for the authorization, execution and delivery of this Agreement and the performance by the Contractor of its obligations hereunder have been taken. This Agreement when executed and delivered, shall constitute the legal and binding obligations of the Contractor in accordance with its terms, subject to (a) judicial principles respecting election of remedies or limiting the availability of specific performance, injunctive relief and other equitable remedies and (b) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.

c. No Conflict or Breach. The execution, delivery and performance by the Contractor of its obligations under this Agreement will not result in any violation of, be in conflict with or constitute a default under, in any material respect, any material instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation binding upon the Contractor or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of its properties or assets.

d. No Debarment, Pending Governmental Action or Record of Violations. The Contractor has not been debarred by either the federal, state or any local unit of government from providing services, nor is it currently the subject of any debarment or similar proceedings. The Contractor has no record of violation of any federal, state or local government’s procurement, contracting or ethics rules.

e. Conflicts; No Undue or Improper Influence or Inducement. The Contractor represents and warrants that it has disclosed in writing any existing conflicts of interest involving HCMA, and that it will disclose in writing to HCMA any conflicts that arise during the term of this Agreement. The Contractor represents and warrants that it has not, and will not, offer to HCMA or any of HCMA’s employees any unlawful inducement, prohibited benefit, or improper incentive to enter into this or any other agreement with HCMA.

f. Performance of Services; Compliance with Law. The Services will be performed in a diligent manner in accordance with industry practices, by individuals of suitable training, skill, and licensure if appropriate. The Contractor’s actions and performance of the Services throughout the term of this Agreement shall be in full compliance with all applicable federal, state and local laws, rules, regulations and standards, including all laws applicable to HCMA’s operations or to which HCMA is otherwise bound. The Contractor has, and will maintain throughout the term of this Agreement, all licenses, permits, authorizations and approvals necessary for the lawful conduct of its business.

No representation or warranty of the Contractor contained in this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements and facts contained herein not misleading.

g. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not expressly required to be provided by the HCMA herein.

h. Taxes. The Contractor shall pay its own local, state and federal taxes, including without limitation, social security taxes, and unemployment compensation taxes. HCMA shall not be liable to or required to reimburse the Contractor for any federal, state and local taxes or fees of any kind.

i. Contractor's Incidental Expenses. Except as otherwise expressly provided in this Agreement, the Contractor shall be solely responsible and liable for all costs and expenses incident to the performance of all Services for the HCMA including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties.

j. Contractor Employees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Agreement.

Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor’s Employee. All employees of Contractor assigned to work under this Agreement may, at the HCMA’s discretion, be subject to a security check and clearance by HCMA.

k. Contractor Employee-Related Expenses. All employees of Contractor shall be employed at the Contractor's sole expense (including employment-related taxes and insurance) and the Contractor warrants that all of Contractor’s Employees shall fully comply with and adheres to all of the terms of this Agreement. Contractor shall indemnify and hold the HCMA harmless for all Claims (as defined in this Agreement) against the HCMA by any Contractor Employee, arising out of any Agreement for hire or employer-employee relationship between the Contractor and any Contractor Employee, including, but not limited to, Worker's Compensation, disability pay or other insurance of any kind.

l. Full Knowledge of Service Expectations and Attendant Circumstances. Contractor warrants that before entering into this Agreement, it had a full opportunity to review the proposed Services, and review all HCMA requirements and/or expectations under this Agreement. The Contractor is responsible for being adequately and properly prepared to execute this Agreement. Contractor has satisfied itself in all material respects that it will be able to perform all obligations under the Agreement as specified herein.

m. Independent Contractor. The Contractor's relationship to the HCMA is that of an Independent Contractor. Nothing in this Agreement is intended to establish an employer-employee relationship between HCMA and either the Contractor or any Contractor Employee. All Contractor Employees assigned to provide Services under this Agreement by the Contractor shall, in all cases, be deemed employees of the Contractor and not employees, agents or sub-Contractor of HCMA.

6. INSURANCE, INDEMNIFICATION, AND RELEASE

a. Insurance.

i. As a condition precedent to the effectiveness of this Agreement, the Contractor shall obtain and maintain insurance according to the specifications according to the specifications contained in Exhibit B and in compliance with this Agreement. If any insurance required hereunder lapses at any time during the Term of the Agreement, HCMA retains the right to immediately terminate this Agreement.

ii. General Certificates of Insurance. All Certificates of Insurance shall contain the following clauses:

1. “The insurance company(s) issuing the policy or policies shall have no recourse against the HCMA for payment of any premiums or for assessments under any form of policy”.

2. “Any and all deductibles in the above-described insurance policies shall be assumed by and be or the amount of, and at sole risk of, the Contractor.”

iii. The general liability shall be primary and non-contributory. General Liability shall be on a per jobsite basis.

iv. All Certificates are to provide 30-day notice of material change or cancellation.

Certificates of Insurance and insurance binders must be provided no less than ten

(10) working days before commencement of work to the HCMA Purchasing Department. Insurance carriers are subject to the approval of the HCMA.

v. The HCMA shall be named as an additional insured to this coverage in a form no more restrictive than the current ISO form.

b. Indemnification, Release, Limitation of Liability and Disclaimer of Warranties.

i. Indemnification and Release. Contractor shall indemnify, defend and hold HCMA harmless from any and all Claims (as defined in this Agreement) which are incurred by or asserted against HCMA by any person or entity, alleged to have been caused or found to arise, from the negligent acts, performances, errors, or omissions of Contractor or Contractor’s Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property.

The indemnification rights contained in this Agreement are in excess and over and above any valid and collectible insurance rights/policies. During the term of this Agreement, if the validity or collectability of the Contractor's insurance is disputed by the insurance company, the Contractor shall indemnify HCMA for all claims asserted against the HCMA and if the insurance company prevails, the Contractor shall indemnify the HCMA for uncollectable amounts.

Contractor shall have no rights against HCMA for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by HCMA except as expressly provided herein.

Contractor waives and releases all actions, liabilities and damage including any subrogated rights it may have against HCMA based upon any Claim brought against HCMA.

ii. Limitation of Liability. Neither Party shall be liable to the other for any amounts representing loss or profit, loss of business, or other incidental, consequential or punitive damages of the other Party due to the results of the Research Project.

iii. Disclaimer of Warranties. THE AUTHORITY MAKES NO REPRESENTATIONS OR

WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED BY

OPERATION OF LAW INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF

WHICH ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE

GENERALITY OF THE RIGHTS OF THE AUTHORITY, IN NO EVENT SHALL THE

AUTHORITY’S AGGREGATE LIABILITY UNDER OR RELATING TO THIS

AGREEMENT AT ANY TIME EXCEED THE TOTAL AMOUNT PAID TO THE

AUTHORITY AS PROVIDED HEREIN.

7. AGREEMENT DOCUMENTS, PRECEDENCE

a. Agreement Documents; Precedence. The following documents are incorporated into this Agreement. In the event of a conflict between or among any provisions of any of these documents, the provisions of the document contained in this list shall apply in descending order, such that the provisions contained in section 7.a.i shall take precedence over the provisions of the document contained in section 7.a.ii.

i. This Services Agreement and the Exhibits hereto;

ii. [INSERT ANY ADDITIONAL CONTRACT DOCUMENTS]

8. DEFINITIONS AND GENERAL TERMS AND CONDITIONS

a. Definitions. The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows:

i. “Contractor Employee” means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Contractor, and also includes any licensees, concessionaires, associate researcher, independent sub-Contractor, Contractor’s suppliers, subsidiaries, joint ventures or partners, and/or any such persons, successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. “Contractor Employee” shall also include any person who was a Contractor Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity.

ii. “Claims” means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against HCMA, or for which the HCMA may become legally and/or contractually obligated to pay or defend against, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened.

iii. “Day” means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m.

iv. “HCMA” means the Huron-Clinton Metropolitan Authority, a Michigan public body corporate, its respective appointed officers, official employees, committees, and “HCMA Agent” as defined below.

v. “HCMA Agent” means all appointed HCMA officials, officers, directors, board members, commissioners, HCMA employees, volunteers, representatives, and/or any such persons’ successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. “HCMA Agent” shall also include any person who was a “HCMA Agent” anytime during the term of this Agreement but, for any reason, is no longer employed, appointed, or serving as an Agent.

vi. “Services” means the obligations Contractor shall provide or perform pursuant to this Agreement.

b. General Terms and Conditions. The following general terms and conditions shall apply to this Agreement.

i. Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order.

ii. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Agreement (or any part thereof) until the terms and conditions are fully satisfied or expire by their very nature:

“CONTRACTOR'S ASSURANCES AND WARRANTIES”;

“CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION”;

“Damage Clean Up To HCMA Property and/or Premises”;

“Audit”;

“Severability”;

“Governing Law/Consent To Jurisdiction And Venue”; and “Survival of Terms And Conditions”.

iii. HCMA Right to Suspend Services. Upon written notice, HCMA may suspend performance of this Agreement if Contractor has failed to comply with Federal, State, or Local laws, or any requirements contained in this Agreement. The right to suspend Services is in addition to the HCMA’s right to terminate and/or cancel this

Agreement. The HCMA shall incur no penalty, expense, or liability to Contractor if HCMA suspends Services under this Section.

iv. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contract right or benefit, right to be indemnified, right to be subrogated to the Parties’ rights in this Agreement, and/or any other right, in favor of any other person or entity.

v. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the term of this Agreement all licenses, permits, certificates, and governmental authorizations necessary to perform all of its obligations under this Agreement and to conduct business under this Agreement. Upon request by HCMA, Contractor shall furnish copies of any permit, license, certificate or governmental authorizations necessary to provide Services under this Agreement.

vi. Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law.

Contractor shall promptly notify the HCMA of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Contractor.

HCMA, in its discretion, may consider any illegal discrimination described above as a breach of this Agreement and may terminate or cancel this Agreement immediately with notice.

vii. Reservation of Rights. This Agreement does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the HCMA.

viii. Force Majeure. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause.

Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, any law, order, regulation, direction, action, or request of the United States government or of any other government, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this Agreement in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss.

ix. Conflict of Interest and Warranty. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), no Agreements shall be entered into between the HCMA, including all agencies and departments thereof, and any HCMA Agent.